Terms and Conditions

Last revision: March 1, 2020


HIGHER LEARNING TECHNOLOGIES INC.

LICENSE AGREEMENT

IMPORTANT: PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. THIS DOCUMENT IS A LICENSE AGREEMENT BETWEEN YOU ENTERING INTO THIS AGREEMENT (“LICENSEE”, OR “YOU”, OR “YOUR”) AND HIGHER LEARNING TECHNOLOGIES INC. (“HLT”, OR “WE”, OR “OUR”) FOR THE USE OF HLT CONTENT AND/OR SERVICES (AS DEFINED HEREIN)

BY HAVING DOWNLOADED AND MAKING ANY USE OF THE HLT CONTENT OR SERVICES, LICENSEE (A) ACCEPTS THIS AGREEMENT WHEREBY LICENSEE AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND (B) REPRESENTS AND WARRANTS THAT LICENSEE HAS FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT. IF LICENSEE DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSEE MUST DELETE, AND MAY NOT OTHERWISE ACCESS, THE HLT CONTENT OR SERVICES.

LICENSEE FURTHER AGREES THAT THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND HLT, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

LICENSEE REPRESENTS THAT HE OR SHE IS OVER TWENTY-ONE (21) YEARS OF AGE AND HAS LEGAL CAPACITY AND AUTHORITY TO BE BOUND TO THE TERMS OF THIS AGREEMENT.

 

TERMS AND CONDITIONS

  1. Definitions. As used herein, the following terms have the following meanings:

    Agreement” means this License Agreement between Licensee and HLT, including the linked policies contained herein.

    Websites” means www.builtbyhlt.com and/or any website owned, operated, or utilized by HLT to offer its products or services.

    Services” means any HLT platforms, Websites or mobile applications, including the contents, products, or services contained therein, that are made available for purchase by HLT to Licensee or through the Apple App Store, GooglePlay App Store, or any other marketplace through which HLT offers any such products or services.

  2. License and Subscription.

    1. Proprietary Rights. The Services are owned and operated by HLT. Unless otherwise explicitly specified by HLT, all materials that are included in or otherwise a part of the Services, including past, present, and future versions, domain names, source and object code, the text, site design, logos, graphics, as well as the selection, assembly and arrangement thereof and the "look and feel" of the Services (collectively, "HLT Content"), are owned, controlled, or licensed by HLT or HLT's third-party partners.

    2. Grant of License. THIS IS A LICENSE, NOT A SALE. Subject to the terms and conditions of this Agreement, and subject to the payment of the applicable license fees (the “Subscription Fee”), HLT hereby grants to Licensee, and Licensee hereby accepts, a limited, non-exclusive, non-transferable, non-sublicenseable license to (i) view the HLT Content, (ii) download the Services and (iii) use the Services solely for the Licensee’s own internal use, during the set subscription period for the number of users for which the corresponding fee has been paid (“License”). If there is any doubt as to whether or not a proposed use of the Services is permitted by the terms of this Agreement, Licensee should contact HLT for guidance. Where You purchase a subscription or a license to access any HLT Content or use or download any of the Services, You may not share that subscription or license with others. HLT may impose reasonable limits on Your scope of access to the HLT Content, or Services including limits on time or number of materials accessed or machines used to access such HLT Content or Services, and to prevent unauthorized third-party access to or use of the HLT Content or Services.

    3. Subscription Period. The subscription period for the Services will begin on the day You purchase the Services and will continue for a period of (3), (6), or (12) months, depending on the specific subscription model You purchase from HLT (“Subscription Period”). You agree to pay the Subscription Fee for the Subscription Period. Your subscription to the software will automatically renew for a new Subscription Period upon Your payment of the new subscription fee. HLT reserves the right to change the Subscription Fee for any renewal Subscription Periods. Each new Subscription Period will be subject to the same terms and conditions set forth in this Agreement, which may be updated by HLT from time to time, in accordance with Section 15(a) of this Agreement.

  3. Payment. Only paying subscribers or subscribers authorized to receive the content through a promotion (including a free trial) will be authorized to access the HLT Content or Services. Note that at the end of trials, subscribers will automatically be charged the regular monthly fee for the programming service, unless the subscriber cancels the service. Subscribers can cancel at any time by clicking cancel within the application or contacting support. Upon cancellation, subscribers still may be charged for the current billing period. The monthly fee charged to the Licensee covers the content within the selected package, with no additional fees or surcharges. Additional content or additional packages may be available for an additional cost. HLT requires an up-to-date and valid credit card to maintain continued access to the content. For questions about refunds, billing or pro-rated charges, please contact HLT.

  4. Free Trial Membership. We may from time to time offer free trials for some of Our Services. Such trials may require You to register with a valid credit card to commence. Users that sign up for a free trial membership at a particular level will be automatically renewed at the promoted membership rate for that level at the end of the trial period unless the user cancels the membership at least before the end of the trial, unless the terms of the offer explicitly state otherwise. You can cancel a free trial online on the Services or by contacting HLT's customer support. Only one free trial membership is allowed per person. Subsequent registrations do not qualify for free trials. Unless the terms of a promotion state otherwise, for promotions that include "free" periods with "paid" periods, paid periods will elapse first. We may introduce new or additional features, services or materials to the Services which may be a part of, or priced separately from, existing levels of membership at Our sole discretion.

  5. Restrictions and Covenants of Licensee.

    1. Licensee shall adopt and enforce such internal policies, procedures, and monitoring mechanisms as are necessary to ensure that the HLT Content and Services are used and accessed only by Licensee and only in accordance with the terms of this Agreement.

    2. Licensee shall NOT do or permit others to do any of the following: (i) use, copy, modify, sell, sublicense, rent, lease, transfer, assign, resell, or distribute or otherwise disseminate the HLT Content or Services, except as expressly and specifically authorized herein; (ii) permit any party to use or have access to the HLT Content or Services by any means; (iii) use any part of the HLT Content or Services to feed another system in any form, (iv) use any data extraction or content extraction software programs in conjunction with the HLT Content or Services, or use any software programs that perform automatic downloading, copying or printing to extract data or information from the HLT Content or Services; or (v) modify, translate, reverse engineer, disassemble, or decompile the HLT Content or Services in any way. Licensee shall take all steps necessary to ensure that no person or entity shall have unauthorized access to the HLT Content or Services.

    3. The HLT Content or Services are intended for use by Licensee only. Nothing in this Agreement should be construed to grant to any other party any right to use, distribute, extract, export, or download any portion of the HLT Content or Services. Licensee understands and acknowledges that it is responsible for maintaining the security of any usernames and passwords provided to it by HLT, and for preventing unauthorized use of the HLT Content or Services by third parties.

    4. Licensee shall not, and shall not permit others to, remove any patent, trademark, copyright, restricted rights, limited rights, proprietary rights or confidentiality notice included in the HLT Content or Services.

    5. In no event shall Licensee access or otherwise use the HLT Content or Services to develop a product, program, or resource that provides similar functionality or is otherwise similar to the HLT Content or Services, whether for internal use or for the use of other agencies or third parties. Licensee shall not sell, license, or distribute any of the HLT Content or Services to third parties or use any of the HLT Content or Services as a component of or as a basis for any material offered for sale, license, or distribution.

  6. Ownership. Licensee acknowledges and agrees that all right, title, interest, and ownership in and to the HLT Content and Services and any copies, versions or updates are owned by HLT and as between HLT and Licensee, HLT shall own and hold all intellectual property rights pertaining thereto. The rights granted herein do not constitute a sale of the HLT Content or Services, and this Agreement does not provide Licensee with title or ownership to the HLT Content or Services, but only a limited right of use in accordance with the terms of this Agreement. No implied licenses shall flow from this Agreement. All rights not expressly granted herein are reserved by HLT.

  7. Profile Data and User Submissions.

    1. When You submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish any review, suggestion, idea, solution, question, answer, comment, testimonial, feedback, message, image, video, text, profile data or other material ("User Generated Content") to the HLT Website or application, You grant HLT and Our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by HLT, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights You have in the content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the User Generated Content.

    2. Note that HLT may create, facilitate or display advertisements, social media posts, or other promotional materials (“Marketing Materials”) whereby Your name, profile and photo may be used to advertise or promote the Services. You agree that HLT may use Your name and profile picture in connection with Marketing Materials to advertise products and services based on Your use of the Services and Your interactions with HLT and third parties, including other users, through the Services.

    3. You further agree that HLT is free to use any ideas or concepts contained in any User Generated Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services; and creating informational articles, without any payment of any kind to You. You authorize HLT to publish Your User Generated Content in a searchable format that may be accessed by users of the Services and the Internet. To the fullest extent permitted by law, You waive any moral rights You may have in any User Generated Content You submit, even if such User Generated Content is altered or changed in a manner not agreeable to You.

    4. Notwithstanding the foregoing, HLT is under no obligations to host, display, or distribute any User Generated Content and may remove at any time, and for any reason any such content at Our sole discretion. HLT reserves the right to change the format, sizing, and any other display specifications of the User Generated Content as it sees fit.

    5. You represent and warrant that (i) You own the User Generated Content submitted by You on, through or in connection with the Services, or otherwise have the right to grant the licenses set forth in this section, and (ii) the posting of Your User Generated Content on, through or in connection with the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. Upon HLT’s request, You will furnish HLT with any documentation, substantiation or releases necessary to verify Your compliance with this Agreement.

  8. Automatic Updates. Licensee acknowledges that in order to protect the accuracy and integrity of certain third party content, to install additional features and to correct any defects in the Services, HLT and/or its licensors may provide for software updates that will be automatically downloaded and installed on Licensee’s devices that have downloaded the HLT Services (“Devices”). Such updates may impair the Services (and any other software on Your Devices).

  9. Term. This Agreement and the licenses granted hereunder shall take effect upon the date of first use of the Services or the download and installation of any HLT Content or Services by the Licensee (the “Effective Date”) and shall continue unless terminated in accordance with the terms of this Agreement.

  10. Termination. Unauthorized use or copying of the HLT Content or Services or otherwise failing to comply with the terms and conditions of this Agreement shall result in the immediate termination without notice of this Agreement and the license granted hereunder and will entitle HLT to other legal remedies. Licensee acknowledges that, in the event of its breach of this Agreement, HLT will not have an adequate remedy in money or damages, and that HLT will therefore be entitled to obtain an injunction against such breach from a court of competent jurisdiction. HLT’s right to obtain injunctive relief shall not limit its rights to seek further remedies. HLT may, at its sole option and without any obligation to do so, notify Licensee of any breach and specify a period of time within which Licensee must cure said breach. Upon expiration or termination of this Agreement for any reason whatsoever: (i) Licensee must immediately cease using the HLT Content or Services and (ii) all of the rights granted hereunder shall immediately cease. In the event of the expiration or a termination of this Agreement for any reason whatsoever, the provisions regarding limitation of liability and indemnification shall survive such termination.

  11. Disclaimer of Warranty. THE HLT CONTENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. HLT DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE HLT CONTENT AND/OR SERVICES. HLT MAKES NO WARRANTY OR REPRESENTATION THAT LICENSEE’S USE OF THE HLT CONTENT AND/OR SERVICES WILL MEET LICENSEE'S REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.

  12. Limitation of Liabilities.

    1. IN NO EVENT SHALL HLT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR TORT DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGE RESULTING FROM LOSS OF USE, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE HLT CONTENT OR SERVICES, REGARDLESS OF WHETHER ANY SUCH LOSS OR DAMAGE ARISES FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, AND EVEN IF HLT IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, OR SUCH LOSS OR DAMAGE IS FORESEEABLE.

    2. IN NO EVENT SHALL THE LIABILITY OF HLT FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE USE OF THE HLT CONTENT OR SERVICES GIVING RISE TO SUCH LIABILITY.

    3. HLT shall under no circumstances be liable for any claim or demand by any third party based on or related to Licensee's use of the HLT Content or Services or errors or alleged errors therein, including, without limitation, heirs or dependents of the Licensee. Licensee will indemnify, defend, and hold HLT and its shareholders, employees, officers, directors, partners and agents (collectively, the “HLT Indemnified Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including attorney’s fees) incurred by any HLT Indemnified Party as a result of, in connection with or arising from Licensee’s use of the HLT Content or Services.

  13. Export. The HLT Content and Services originated within the United States and may be subject to certain export restrictions. Licensee hereby agrees that it will not cause or knowingly allow the HLT Content or Services to be exported or re-exported, directly or indirectly, to any country, except in compliance with all applicable laws, including United States Export Administration Regulations.

  14. Arbitration. Except for claims seeking injunctive relief or relating solely to a monetary obligation, any dispute arising out of this Agreement or the subject matter herein shall be submitted to binding arbitration by one (1) independent arbitrator pursuant to the Commercial Arbitration Rules (as supplemented by the Supplementary Procedures for International Commercial Arbitration if Licensee is not incorporated or otherwise organized within a United States jurisdiction) of the American Arbitration Association ("AAA”). The arbitrator shall be experienced in computer technology, the travel industry and intellectual property law matters. The arbitration shall be conducted in the English language and held in the country of the United States and Iowa. This Agreement, any arbitration proceedings and any court-filed legal actions shall be governed by the laws of the United States and the State of Iowa, exclusive of the provisions governing conflict of laws, and without regard to the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto. Any court-filed legal action shall be held within the appropriate venue within the jurisdiction of the federal or state courts in the State of Iowa.

  15. Privacy Policy. Please refer to Our Privacy Policy (https://builtbyhlt.com/privacy) for information on how We collect, use and disclose information from Our users. You acknowledge and agree that Your use of the Services is subject to Our Privacy Policy.

  16. General Provisions.

    1. HLT reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement including the linked policies contained herein (“Updated Terms”) and to impose new or additional rules, policies, terms, or conditions (“Additional Terms”) on Licensee’s use of and access to the HLT Content and/or Services. You agree that We may notify You of the Updated Terms and Additional Terms by posting them on the HLT Websites or applications, and that by continuing to use Our Services after We have posted the Updated Terms or Additional Terms (or engaging in such other conduct as We may reasonably specify), You agree to be bound by the then-current version of the Agreement, including any changes We may have made since the last time You used Our Services or accessed the HLT Content. It is therefore important that You review the HLT Websites and applications regularly to ensure You are aware of any such changes. The updated Agreement will be effective as of the time of posting, or such later date as may be specified in the modified Agreement, and will apply to Your use of the Services from that point forward.

    2. In the event that any of the terms of this Agreement is, becomes, or is declared to be invalid or void by any court or tribunal of competent jurisdiction, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

    3. HLT’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

    4. This Agreement shall be governed by and construed under and in accordance with the laws of Iowa, excluding its principles governing conflicts of law, and the courts within such jurisdiction shall be the only courts of competent jurisdiction.

    5. Except as provided herein, no remedy in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referenced herein or otherwise available at law, in equity or otherwise.

    6. Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license rights granted herein, or the use or access of the HLT Content or Services.

    7. There are no third party beneficiaries intended by this Agreement.

    8. Licensee shall comply with all applicable laws governing the use of the HLT Content or Services.